Common use of First Offer Clause in Contracts

First Offer. (a) If Tenant wishes to assign this Lease or sublet all or any part of the Premises (except as set out in Article 11.01(a) or 11.02(a)) to a named third party, Tenant shall first offer in writing to assign or sublet (as the case may be) to Landlord. Such first offer shall contain the terms of Tenant’s proposed assignment or subletting.Any such first offer shall be deemed to be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant’s offer, Tenant shall assign this Lease to Landlord or sublet the proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant’s notice, provided the effective date shall not be sooner than forty–five (45) days after the giving of Tenant’s offer. (c) Any sublease to Landlord will be on the same terms and conditions as provided in this Lease except that (i) Rent shall be the Rent (on a square-foot basis) provided in this Lease, or the rent Tenant’s proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant’s consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise) to the space provided that Landlord shall be required to restore the space to its condition immediately prior to the commencement of the sublease to the same extent as Tenant’s proposed sublessee would have been required to do so.

First Offer. (a) If Tenant wishes to assign this Lease or sublet all or any part of the Premises (except as set out in Article 11.01(a) or 11.02(a)11.02 (a) to a named third party, Tenant shall first offer in writing to assign or sublet (as the case may be) to Landlord. Such first offer shall contain the terms of Tenant’s 's proposed assignment or subletting.. Any such first offer shall be deemed to be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant’s 's offer, Tenant shall assign this Lease to Landlord or sublet the proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant’s 's notice, provided the effective date shall not be sooner than forty–-five (45) days after the giving of Tenant’s 's offer. (c) Any sublease to Landlord will be on the same terms and conditions as provided in this Lease except that (i) Rent shall be the Rent (on a square-foot basis) provided in this Lease, or the rent Tenant’s 's proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant’s 's consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise) otherwise to the space provided that Landlord shall be required to restore the space to its condition immediately prior to the commencement of the sublease to the same extent as Tenant’s 's proposed sublessee would have been required to do so.

First Offer. Provided that this Sublease shall be in full force, no event of default has occurred and is continuing and provided Sublandlord does not desire the space for its own use (a) If Tenant wishes to assign this i.e. for Sublandlord's own use and occupancy for a substantial period and not for the purpose of assigning the Prime Lease or sublet all subletting or any part licensing the Prime Lease premises), Sublandlord shall, prior to offering it to anyone else, offer Subtenant the right to lease the space on the Fifth Floor of the Premises Building that Sublandlord currently occupies, or has a right to occupy (except as set out in Article 11.01(a) or 11.02(a)) such space being hereinafter referred to a named third party, Tenant shall first offer in writing to assign or sublet (as the case may be) to Landlord"Fifth Floor Space"). Such first offer Sublandlord shall contain notify Subtenant specifying the terms rentable square footage of Tenant’s proposed assignment or subletting.Any such first offer the Fifth Floor Space it is making available. Thereupon, Subtenant shall be deemed to be rejected unless within thirty have one option, exercisable within, but in no event later than, fifteen (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant’s offer, Tenant shall assign this Lease to Landlord or sublet the proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant’s notice, provided the effective date shall not be sooner than forty–five (4515) days after the giving of Tenant’s offer. such notice by Sublandlord to Subtenant, to elect by notice given to Sublandlord within said fifteen (c15) Any sublease day period to Landlord will lease the entire space encompassed by the offer for a term equal to the balance of the term of the Prime Lease at a rate of Fixed Rent per rentable square foot which shall be equal to the Fixed Rent rate per rentable square foot payable under the Sublease if offered during the first year of the Sublease or, if offered thereafter, at the fair market rental determined as in Paragraph 24 hereof. If Subtenant shall duly exercise its option within the time and within the manner specified above, and there shall not then be existing an event of default under this Lease, then automatically on the first Business Day following the giving of Subtenant's notice of its election to exercise said option, the portion of the Fifth Floor Space as to which Subtenant has exercised its option shall automatically be deemed and be added to and form part of the Premises hereunder upon all of the same terms and conditions as provided are contained in this Lease Sublease except that : (i) the Fixed Rent Payable by Subtenant under the Sublease shall be increased by the Rent rental rate for the Fifth Floor Space (on a square-foot basis) provided in this Leaseas determined above), or the rent Tenant’s proposed sublessee would have paid, whichever is less, (ii) Landlord may assign Subtenant's Proportionate Share shall be increased to reflect the sublease or further sublet all or any part addition of the space without Tenant’s consentFifth Floor Space to the Premises, and and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise) to Subtenant shall accept the space provided that Landlord Fifth Floor Space in its then as-is condition and Sublandlord shall not be required to restore perform any work or furnish any materials in order to prepare such Fifth Floor Space for Subtenant's occupancy. It is an express condition of the space option granted to its condition immediately prior Subtenant pursuant to the commencement terms of this Article that time is of the sublease essence with respect to Subtenant's exercise of its option within the same extent as Tenant’s proposed sublessee would have been required to do soperiod above provided.

First Offer. (a) If Tenant wishes to assign this Lease or sublet all or any part of the Premises (except as set out in Article 11.01(a) or 11.02(a)11.02 (a) to a named third party, Tenant shall first offer in writing to assign or sublet (as the case may be) to Landlord. Such first offer shall contain the terms of Tenant’s 's proposed assignment or subletting.. Any such first offer shall be deemed to be rejected unless within thirty (30) days of receipt thereof Landlord delivers written notice of acceptance to Tenant. (b) If Landlord accepts Tenant’s Tenants offer, Tenant shall assign this Lease to Landlord or sublet the proposed space to Landlord without cost, such assignment or subletting to be effective on the date and for the periods of time set forth in Tenant’s 's notice, provided the effective date shall not be sooner than forty–-five (45) days after the giving of Tenant’s 's offer. (c) Any sublease to Landlord will be on the same terms and conditions as provided in this Lease except that (i) Rent shall be the Rent (on a square-foot basis) provided in this Lease, or the rent Tenant’s 's proposed sublessee would have paid, whichever is less, (ii) Landlord may assign the sublease or further sublet all or any part of the space without Tenant’s 's consent, and (iii) Landlord may make changes, additions, alterations or improvements (structural or otherwise) otherwise to the space provided that Landlord shall be required to restore the space to its condition immediately prior to the commencement of the sublease to the same extent as Tenant’s 's proposed sublessee would have been required to do so.